What changed in this filing

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Item 4. Controls and Procedures

2021-08-16 compared with 2021-05-24 · 41 added, 16 removed, 16 unchanged (78% of the section changed)

4 unchanged sentences

procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed

or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s

or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

3 unchanged sentences

decisions regarding required disclosure.

Evaluation of Disclosure

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We determined that we

1 unchanged sentence

filed on Form 8-K on March 9, 2021.

We determined that our error in accounting for these Warrants represented a material weakness in our

internal controls.

As required by Rules

13a-15f and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of

the effectiveness of the design and operation of our disclosure controls and procedures as of March 2, 2021.

Based upon his evaluation,

our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules

13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective.

We determined that our error in accounting for these Warrants represented a material weakness

in our internal controls.

As required by Rules 13a-15f and 15d-15 under

the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as of June 30, 2021.

Based upon their evaluation, our principal executive

officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e)

and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2021.

Our internal control

over financial reporting did not result in the proper accounting classification of certain of the warrants we issued in March 2021 which,

due to its impact on our financial statements, we determined to be a material weakness.

This mistake in classification was brought to

our attention only when the SEC issued the SEC Statement.

The SEC Statement addresses certain accounting and reporting considerations

related to warrants of a kind similar to those we issued at the time of our Initial Public Offering in March 2021.

On May 28, 2021, the

Company filed with the SEC Amendment No.

1 on Form 8-K/A to amend and restate the Company’s audited balance sheet to reflect the

classification of the Company’s warrants as a liability, in accordance with the SEC Statement.

Changes in Internal

Control over Financial Reporting

There was no change in

our internal control over financial reporting that occurred during the period from January 1, 2021 through March 31, 2021 covered by this

Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal

control over financial reporting.

PART II –

Other than as

described herein, there was no change in our internal control over financial reporting that occurred during the period from March

31, 2021 through June 30, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or

is reasonably likely to materially affect, our internal control over financial reporting.

Management previously

identified a material weakness in internal controls related to the accounting for the Warrants issued in connection with our Initial Public

Offering, as described above.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort

and resources to the remediation and improvement of our internal control over financial reporting.

While we have processes to identify

and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting

standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with

whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and

we can offer no assurance that these initiatives will ultimately have the intended effects.

PART II – OTHER

Legal Proceedings

Risk Factors.

There have been no material

changes from the risk factors previously disclosed in the Company’s final prospectus for the Initial Public Offering as filed with

the SEC on March 1, 2021 and in the Company’s Form 10-Q as filed with the SEC on May 24, 2021.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures